Coronavirus - extended deadline for annual general meetings and annual reports
Due to the current coronavirus situation, Danish companies may be granted an extension of the deadline for holding annual general meetings and filing annual reports. This follows from a new executive order dated 17 March 2020. Subject to certain requirements, the company will have filed its annual report in a timely manner if it files within eight weeks after the ban on mass gatherings etc. is lifted. The same deadline applies to its annual general meeting.
As previously explained, by an amendment to the Danish Epidemic Act, the Danish Minister of Health has been authorised to lay down rules permitting the statutory obligations of private individuals and entities vis-à-vis public authorities to be derogated from where, due to measures initiated under the Epidemic Act, fulfilling the obligation would be impossible or involve disproportionate effort.
Read more in Plesner Insight of 14 March 2020:
“Coronavirus - company law update”
Exercising this authorisation, the Minister of Health issued executive order no. 223 on 17 March 2020. Under this executive order, the requirement for timely filing of the annual report will be met if a company files within eight weeks after the ban on mass gatherings etc. is lifted, provided the following requirements are met:
- The company has not already held a general meeting at which its annual report was approved
- The number of shareholders exceeds the number of people allowed to attend the general meeting pursuant to the ban and
- Due to the articles of association not providing such access, the company has not been able to conduct its general meeting as an entirely electronic general meeting
If these requirements are met, a company will be allowed to hold its annual general meeting and have its annual report approved within this eight-week period even if its articles of association lay down a shorter deadline or an earlier date of the annual general meeting.
The extended deadline applies to both listed and other companies and businesses.
As regards the requirement that the company must have more shareholders than are allowed to attend a general meeting pursuant to the ban, i.e. ten people, it is important to note that the ban applies to the total number of people attending the general meeting. This means that the chairman of the meeting, members of management, auditors and any advisers must also be included in the number of attendants.
A company is not required to apply for an extension of the deadline but must be able to document its fulfilment of the above requirements at the request of the Danish Business Authority.
A company must hold its general meeting in due time for the approved annual report to be filed with the Danish Business Authority within the eight-week deadline. In addition, a company must file the approved annual report with the Danish Business Authority without undue delay after approval.
The above deadline extension also applies to branches of foreign companies. Hence, a branch will meet the requirement for timely filing if it files the annual report of the foreign company within eight weeks after the lifting of the ban. The foreign company must not have exceeded the deadline for filing annual reports in its home country, including any deadlines extended as a result of COVID-19.
In addition to the above-mentioned deadline extension for filing annual reports, the executive order also allows the deadline for filing an application for resumption of the activities of a company in compulsory dissolution to be moved ahead. Such applications may be filed within eight weeks after lifting of the ban on mass gatherings etc., provided the company at the time of filing the application has more shareholders than are allowed to attend the general meeting pursuant to the ban.
Plesner’s company law team stands ready to answer any questions you may have in relation to the organisation and conduct of future general meetings.
See the executive order